Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03).

Approvals; No Conflicts. The After giving effect to the Confirmation Order and the Plan of Reorganization, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any Loan other Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument agreement regarding Debt binding upon the Borrower or any Loan other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan the Borrower or Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Loan other Credit Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Except as set forth on Schedule 7.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of either of the Borrowers or any Loan Party or Subsidiary or, except as could not reasonably be expected to have a Material Adverse Effect, any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon either Borrower or any Loan Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by such Borrower or such Subsidiary, except any Loan Party violation or default that could not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any Property of either Borrower or any Loan Party Subsidiary (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsDocuments and (iii) the filing by the Borrower of a current report on Form 8-K with the SEC disclosing this Agreement and the Transactions, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents any Organizational Document of any Loan Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Credit Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Except as set forth on Schedule 7.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the partnership agreements, limited liability agreements, charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Loan Party Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Loan Party Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or such Restricted Subsidiary (except as contemplated by Section 6.01(l)) and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03)Restricted Subsidiary.

Approvals; No Conflicts. The Except as set forth on Schedule 7.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrowers or any Loan Party Subsidiary or any order of any Governmental Authority, except violations that could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrowers or any Loan Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrowers or such Subsidiary, except any Loan Party violation or default that could not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any Property of the Borrowers or any Loan Party Subsidiary (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or any Organization Documents of the charterBorrower or any other Loan Party, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument binding upon agreement regarding Indebtedness of the Borrower or any other Loan Party or its Propertiesgive rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any the Borrower or such Loan Party Party, and (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions transactions contemplated by this Pledge Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Borrower, any Company, or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document this Pledge Agreement or the consummation of the transactions contemplated therebyhereby, except such as have been obtained or made and are in full force and effect other than (i) the recording recordings and filing of the Security Instruments as filings required by this Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunderunder the Credit Agreement, could not reasonably be expected to have a Material Adverse Effect or do and would not have an adverse effect on the enforceability of the Loan Documentsthis Pledge Agreement, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party Grantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument material agreement binding upon any Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have result in a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation regulation, any Organization Documents of the Borrower or the charterany other Loan Party, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other material instrument binding upon the Borrower or any Loan Party of its Subsidiaries (including any Material Contract) or its any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03and Excepted Liens).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of any Loan Party and any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect and other than (i) the recording and filing of the Security Instruments financing statements as required by this Agreement Agreement, (ii) the Interim Order and the Final Order, as applicable and (iiiii) those third party authorizations, approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documentsthat are customarily obtained following closing, (b) will not violate (i) in any material respect, any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture, note, credit agreement or other similar instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party (other than the Prepetition First Lien Credit Documents and Prepetition Second Lien Note Documents, in each case, as defined in the Orders) and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the DIP Liens created by the Loan Documents or permitted under Section 9.03and Orders and the Liens arising in respect of the Prepetition Credit Agreement and the Prepetition Note Purchase Agreement pursuant to the Orders and other Liens created pursuant to the Orders).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any manager, member, equityholder, shareholder or other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Financing Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments Collateral Documents as required by this Agreement and (ii) those third party approvals or consents from third parties (other than managers, members, equityholders or shareholders) which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect Effect, or do not have an adverse effect on the enforceability of the Loan Financing Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Credit Party, (c) will not violate or result in a default under any indenture, note, credit agreement or other instrument agreement binding upon any Loan Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party Credit Party, and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Credit Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Financing Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority to be obtained or made by any Loan Party pursuant to any statute, rule or regulation applicable to it or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) approvals of the Bankruptcy Court, (ii) the recording and filing of the Security Instruments as required by this Agreement and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority which is binding upon any Loan Party or its Properties, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority Person or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby58 53 Governmental Authority, except (i) such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and effect, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected filings necessary to have a Material Adverse Effect or do not have an adverse effect on the enforceability of perfect Liens created under the Loan Documents, (iii) certain notice filings required to made after the completion of the Acquisition Transactions and (iv) consents and filings to be obtained and made in connection with the Post-Effective Date Acquisition Transactions; provided, that the foregoing exception shall cease to apply with respect to any Post-Effective Date Acquisition Transaction on the date such Post-Effective Date Acquisition Transaction is consummated, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any of its subsidiaries or any order or decree of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Propertiessubsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its subsidiaries (other than any violation or default or any right under agreements to which BICC plc or one of its subsidiaries shall have been a party prior to the Effective Date, the existence of which could not reasonably be expected to result in a Material Adverse Effect), and (d) will not result in the creation or imposition of any Lien on any Property asset of any Loan Party (other than the or any of its subsidiaries, except Liens created by under the Loan Documents or permitted under Section 9.03)Documents.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of Resolute Aneth, LLC Amended & Restated Credit Agreement EXECUTION VERSION the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on the enforceability of the Loan DocumentsSchedule 7.03, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Loan Party or any Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03the Second Lien Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of Ultimate Parent, the Borrower or any other Person) to be obtained or made by any Credit Party, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against such Credit Party or the consummation of the transactions contemplated therebythereby by such Credit Party, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the charter, by-laws bylaws or other organizational documents of of, any Loan Party Group Member or any order of any Governmental AuthorityAuthority applicable to any Credit Party, (c) will not violate or result in a breach of, or default under under, any indenture, financing agreement or other material instrument binding upon any Loan Party Group Member or its Propertiesany of their Proved Reserves or other material Properties (including, without limitation, any Permitted 2013 Bond Document), or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or such Restricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party Group Member (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, hereunder and could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including Resolute Energy Corporation Second Amended & Restated Credit Agreement without limitation those consents set forth on the enforceability of the Loan DocumentsSchedule 7.03, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indentureOrganizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, (d) will not violate or result in a default under any other agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party Party, in any way that could reasonably be expected to have a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyAuthority, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected except filings necessary to have a Material Adverse Effect or do not have an adverse effect on the enforceability of perfect Liens created under the Loan Documents, (b) will not violate any applicable law or regulation or (i) the charter, by-laws or other organizational documents Organizational Documents of any Loan Party Party, or (ii) any order Requirements of Law applicable to any Governmental AuthorityLoan Party, (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument evidencing material Indebtedness binding upon the Borrower or any Loan Party Restricted Subsidiary or its Propertiestheir respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or any Loan Party Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Loan Party (other than the Restricted Subsidiary, except Liens created by under the Loan Documents Documents, except (in the case of each of clauses (a), (b)(ii) and (c) above) to the extent that the failure to obtain or permitted under Section 9.03)make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any Loan other Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument agreement regarding Debt binding upon the Borrower or any Loan other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan the Borrower or Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Loan other Credit Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of each member of the Parent Group or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsDocuments and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the charter, by-laws or other organizational documents of each member of the Parent Group or any Loan Party Restricted Subsidiary or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Restricted Party or its any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party such Restricted Party, and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Restricted Party (other than the Liens created by the Loan Documents or permitted under Documents). Section 9.03).7.04

Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority to be obtained or made by any Loan Party pursuant to any statute, rule or regulation applicable to it or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing approvals of the Security Instruments as required by this Agreement Bankruptcy Court, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have result in a Material Adverse Effect Change or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority which is binding upon any Loan Party or its Properties, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its Propertiesproperties, or give rise to a right thereunder to require any payment to be made by any Loan Party the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property property of the any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03and the DIP Orders).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of each member of the Parent Group or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsDocuments and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the charter, by-laws or other organizational documents of each member of the Parent Group or any Loan Party Restricted Subsidiary or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Restricted Party or its any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party such Restricted Party, and (d) will not result in the creation or imposition of any Lien on any material Property of any Loan Restricted Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders, members or any class of directors, whether interested or disinterested, of any Credit Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, regulations, by-laws or other organizational documents of any Loan Credit Party or any other Person or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Credit Party or any other Person or its PropertiesProperties (including, without limitation, any Permitted Bond Document), or give rise to a right thereunder to require any payment to be made by any Loan such Credit Party or such other Person and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Credit Party or any other Person (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any manager, member, equityholder, shareholder or other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement and (ii) those third party approvals or consents from third parties (other than managers, members, equityholders or shareholders) which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect Effect, or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of RRI, or the Intermediate Holdco (if applicable), or any Loan Party, (c) will not violate or result in a default under any indenture, note, credit agreement or other similar instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or and Liens created under the Second Lien Documents to the extent permitted hereunder and under Section 9.03the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of such Credit Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the other Security Instruments as required by this Agreement Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or and do not have an adverse effect on the enforceability of the Loan Documents, ; (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Credit Party or any Loan Party of its Subsidiaries, or any order of any Governmental Authority, ; (c) will not violate or result in a default under any indenture, credit agreement or other debt instrument or any other material agreement or other instrument binding upon any Loan Credit Party or any of its PropertiesSubsidiaries, or the respective Properties thereof, or give rise to a right thereunder to require any payment to be made by such Credit Party or any Loan Party of its Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any Property now owned or hereafter acquired by such Credit Party or any of any Loan Party its Subsidiaries (other than the Liens created by the Loan Documents or permitted and the Liens created under Section 9.03the First Lien Loan Documents).

Approvals; No Conflicts. The Transactions (other than the Material Documents) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other 80 Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document against any Credit Party or the consummation of the transactions contemplated therebyLoan Documents, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and the other Loan Documents and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Loan Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Credit Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments Documents and the ORI Conveyance as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsDocuments or any of the Transactions and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law Requirement of Law or regulation any of the Organization Documents of any Loan Party or the charter, by-laws or other organizational documents any Subsidiary of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the any Loan Party or its any Subsidiary of any Loan Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party or such Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, hereunder and could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on the enforceability of the Loan DocumentsSchedule 7.03, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indentureOrganizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, (d) will not violate or result in a default under any other agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party Party, in any way that could reasonably be expected to have a Material Adverse Effect, and (de) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Except as set forth on Schedule 7.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of PEI, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated therebyTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the partnership agreements, limited liability agreements, charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders, members or any class of directors, whether interested or disinterested, of any Credit Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, regulations, by-laws or other organizational documents of any Loan Credit Party or any other Person or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Credit Party or any other Person or its PropertiesProperties (including, without limitation, any Permitted Bond Document), or give rise to a right thereunder to require any payment to be made by any Loan such Credit Party or such other Person and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Credit Party or any other Person (other than the Liens created by the Loan Documents or permitted under Section 9.03Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect Effect, or do not have an adverse effect on the enforceability of the Loan DocumentsDocuments and (iii) those third party authorizations, approvals or consents that are customarily obtained following closing, (b) will not violate (i) in any material respect, any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture, note, credit agreement or other similar instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or and Liens created under the Second Lien Documents to the extent permitted hereunder and under Section 9.03the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders, equity holders or any class of directors or managers, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, hereunder and could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on the enforceability of the Loan DocumentsSchedule 7.03, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indentureOrganizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, (d) will not violate or result in a default under any other agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and Party, in any way that could reasonably be expected to have a Material Adverse Effect, (de) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents), and (f) will not violate, result in a default or event of default or require any consents under the First Lien Documents or permitted under Section 9.03)any indenture governing the Senior Notes.